Common use of Liquidity Reserve Account Clause in Contracts

Liquidity Reserve Account. (i) The Master Trust Trustee, for the benefit of the Seller, shall establish on or prior to the commencement of an Early Amortization Period and maintain or cause to be established and maintained in the name of the Master Trust Trustee, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Seller (the "Liquidity Reserve Account"). The Seller shall possess all right, title and interest in all funds on deposit from time to time in the Liquidity Reserve Account and in all proceeds thereof; provided, however, that no funds on deposit in the Liquidity Reserve Account shall be paid to the Seller if such payment would reduce the funds in such account below an amount equal to the Available Subordinated Amount. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Agreement, the Servicer shall have the revocable power to instruct the Master Trust Trustee to withdraw funds from the Liquidity Reserve Account for the purpose of fulfilling the obligations of the Seller under this Series Supplement and the Agreement. The Servicer at all times shall maintain accurate records reflecting transactions in the Liquidity Reserve Account. (ii) Funds on deposit in the Liquidity Reserve Account overnight or for a longer period shall at all times be invested in Eligible Investments at the direction of the Seller or its agent, subject to the restrictions set forth in the Agreement. Any Eligible Investment with a stated maturity shall mature on or prior to the following Transfer Date. All net interest and earnings (less investment expenses) on funds on deposit in the Liquidity Reserve Account, if any, shall be paid to the Seller. On any Transfer Date on which the amount on deposit in the Liquidity Reserve Account exceeds the Available Subordinated Amount as of the end of such Transfer Date, the Servicer shall withdraw the amount of such excess from the Liquidity Reserve Account and allocate and pay such excess to the Seller.

Liquidity Reserve Account. (i) The Master Trust Trustee, for the benefit of the Seller, shall establish on or prior to the commencement of an Early Amortization Period or an Investment Period and maintain or cause to be established and maintained in the name of the Master Trust Trustee, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Seller (the "Liquidity Reserve Account"). The Seller shall possess all right, title and interest in all funds on deposit from time to time in the Liquidity Reserve Account and in all proceeds thereof; provided, however, that no funds on deposit in the Liquidity Reserve Account shall be paid to the Seller if such payment would reduce the funds in such account below an amount equal to the Available Subordinated Amount. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Agreement, the Servicer shall have the revocable power to instruct the Master Trust Trustee to withdraw funds from the Liquidity Reserve Account for the purpose of fulfilling the obligations of the Seller under this Series Supplement and the Agreement. The Servicer at all times shall maintain accurate records reflecting transactions in the Liquidity Reserve Account. (ii) Funds on deposit in the Liquidity Reserve Account overnight or for a longer period shall at all times be invested in Eligible Investments at the direction of the Seller or its agent, subject to the restrictions set forth in the Agreement. Any Eligible Investment with a stated maturity shall mature on or prior to the following Transfer Date. All net interest and earnings (less investment expenses) on funds on deposit in the Liquidity Reserve Account, if any, shall be paid to the Seller. On any Transfer Date commencing after the 1990 Trust Termination Date on which the amount on deposit in the Liquidity Reserve Account exceeds the Available Subordinated Amount as of the end of such Transfer Date, the Servicer shall withdraw the amount of such excess from the Liquidity Reserve Account and allocate and pay such excess to the Seller.

Liquidity Reserve Account. (ia) The Master Trust TrusteeIssuer, for the benefit of the SellerSeries 2000-1 Noteholders and the Series Enhancer, shall establish on or prior to the commencement of an Early Amortization Period and maintain or cause to be established and maintained with the Indenture Trustee in the name of the Master Trust TrusteeIndenture Trustee or its nominee, an Eligible Deposit a Qualified Account (including any subaccounts thereof) bearing a designation clearly indicating that the funds deposited therein and other property credited thereto are held for the benefit of the Seller Series 2000-1 Noteholders and the Series Enhancer (the "Liquidity Reserve AccountLIQUIDITY RESERVE ACCOUNT"). The Seller Indenture Trustee shall possess all right, title and interest in all funds on deposit monies, instruments, investment property and other property credited from time to time in to the Liquidity Reserve Account and in all proceeds thereof; providedproceeds, howeverearnings, that no funds income, revenue, dividends and distributions thereof for the benefit of the Series 2000-1 Noteholders and the Series Enhancer. The Liquidity Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series 2000-1 Noteholders and the Series Enhancer. If, at any time, the Liquidity Reserve Account ceases to be a Qualified Account, the Issuer (or the Indenture Trustee on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and the Series Enhancer may consent) establish a new Liquidity Reserve Account meeting the conditions specified above, transfer any monies, instruments, investment property and other property to such new Liquidity Reserve Account and from the date such new Liquidity Reserve Account is established, it shall be deemed to be the Liquidity Reserve Account. Pursuant to the authority granted to the Servicer in Article III of the Transfer and Servicing Agreement, the Servicer shall have the power, revocable by the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Series 2000-1 Liquidity Reserve Account for the purposes of making the payments required under Section 4.05. (b) On the Series 2000-1 Closing Date, the Issuer deposited $4,597,084 into the Liquidity Reserve Account. Funds on deposit in the Liquidity Reserve Account shall be paid to at the Seller if such payment would reduce the funds in such account below an amount equal to the Available Subordinated Amount. Pursuant to authority granted to it pursuant to Section 3.01(b) written direction of the Agreement, Servicer be invested by the Servicer Indenture Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall have be held by the revocable power to instruct the Master Trust Indenture Trustee to withdraw funds from the Liquidity Reserve Account for the purpose of fulfilling the obligations benefit of the Seller under this Series Supplement and 2000-1 Noteholders in accordance with Section 6.13 of the AgreementIndenture. The Servicer at all times shall maintain accurate records reflecting transactions in the Liquidity Reserve Account. (ii) Funds on deposit in the Liquidity Reserve Account overnight or for a longer period shall at all times will be invested in Eligible Investments that will mature so that such funds will be available no later than the close of business on the succeeding Transfer Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Indenture Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, at the written direction of the Seller Issuer, if such sale, liquidation or its agent, subject to disposal would not result in a loss of all or part of the restrictions set forth in the Agreement. Any principal portion of such Eligible Investment with a stated maturity shall mature on or if, prior to the following maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment. Unless directed by the Servicer, funds deposited in the Liquidity Reserve Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date. All net , all interest and other investment earnings (less net of losses and investment expenses) on funds on deposit in the Liquidity Reserve Account, if any, Account shall be paid withdrawn and applied as Series 2000-1 Collections in accordance with the priority of distribution set forth in Section 4.01(c). The Indenture Trustee shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 4.09(c) nor for the selection of Eligible Investments in accordance with the provisions of this Indenture and any Indenture Supplement, except with respect to the Seller. On any Transfer Date investments on which the amount on deposit in the Liquidity Reserve Account exceeds the Available Subordinated Amount institution acting as of the end of such Transfer Date, the Servicer shall withdraw the amount of such excess from the Liquidity Reserve Account and allocate and pay such excess to the SellerIndenture Trustee is an obligor.

Liquidity Reserve Account. (ia) The Master Trust Trustee, for the benefit of the Seller, shall establish on On or prior to the commencement Series 2017-1 Closing Date, the Indenture Trustee shall establish and maintain at Citibank, N.A. (or at such other financial institution as necessary to ensure that the Liquidity Reserve Account is at all times an Eligible Account or a sub-account of an Early Amortization Period and maintain Eligible Account, in each case subject to an Account Control Agreement) one or cause to be established and maintained more segregated trust accounts (collectively, the “Liquidity Reserve Account”), in the name of the Master Trust its name, as Indenture Trustee, an Eligible Deposit Account bearing a designation clearly indicating that the such account and all funds deposited therein are held for the exclusive benefit of the Seller (Noteholders and the "Liquidity Reserve Account")Issuers as their interests may appear. The Seller shall possess all right, title and interest in all funds on deposit from time to time Funds held in the Liquidity Reserve Account shall be invested in Permitted Investments as directed by the Property Manager, or if no such direction is received, shall be held uninvested. (b) On any Series Closing Date, the Issuers may deposit or cause to be deposited additional amounts into the Liquidity Reserve Account, provided that the funds used for such deposits are not otherwise subject to the lien of the Indenture. (c) On any Payment Date, the Property Manager may direct the Indenture Trustee to release all (but not less than all) amounts in the Liquidity Reserve Account to or at the direction of the Issuers, provided that such release will not cause the Cashflow Coverage Ratio to be reduced to or below 1.50x. Any amounts so released from the Liquidity Reserve Account will be free and clear of the lien of the indenture and will no longer constitute Collateral. If on any Determination Date, a Cashflow Shortfall Amount exists for the related Payment Date and amounts on deposit in all proceeds thereof; providedthe Cashflow Coverage Reserve Account are insufficient to pay such Cashflow Shortfall Amount in full, however, that no funds the Indenture Trustee shall transfer an amount equal to the lesser of (x) any remaining Cashflow Shortfall Amount and (y) the amount then on deposit in the Liquidity Reserve Account shall be paid to the Seller if such payment would reduce the funds in such account below an amount equal Payment Account, to be applied as part of the Available Subordinated AmountAmounts in respect of such Payment Date. Pursuant to authority granted to it pursuant to Section 3.01(b) Upon the occurrence of the Agreementan Early Amortization Event, the Servicer shall have the revocable power to instruct the Master Trust Trustee to withdraw funds from the Liquidity Reserve Account for the purpose of fulfilling the obligations of the Seller under this Series Supplement and the Agreement. The Servicer at all times shall maintain accurate records reflecting transactions in the Liquidity Reserve Account. (ii) Funds on deposit any amounts remaining in the Liquidity Reserve Account overnight or shall be remitted to the Payment Account for a longer period shall at all times be invested in Eligible Investments at application by the direction Indenture Trustee as part of the Seller or its agent, subject Available Amount.” (n) The following shall be inserted as a new Section 2.22 to the restrictions set forth in the Agreement. Any Eligible Investment with a stated maturity shall mature on or prior to the following Transfer Date. All net interest and earnings (less investment expenses) on funds on deposit in the Liquidity Reserve Account, if any, shall be paid to the Seller. On any Transfer Date on which the amount on deposit in the Liquidity Reserve Account exceeds the Available Subordinated Amount as of the end of such Transfer Date, the Servicer shall withdraw the amount of such excess from the Liquidity Reserve Account and allocate and pay such excess to the Seller.Master Indenture:

Liquidity Reserve Account. (i) The Master Trust Trustee, for the benefit of the Seller, shall establish on or prior to the commencement of an Early Amortization Period and maintain or cause to be established and maintained in the name of the Master Trust Trustee, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Seller (the "Liquidity Reserve Account"). The Seller shall possess all right, title and interest in all funds on deposit from time to time in the Liquidity Reserve Account and in all proceeds thereof; provided, however, that no funds on deposit in the Liquidity Reserve Account shall be paid to the Seller if such payment would reduce the funds in such account below an amount equal to the Available Subordinated Amount. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Agreement, the Servicer shall have the revocable power to instruct the Master Trust Trustee to withdraw funds from the Liquidity Reserve Account for the purpose of fulfilling the obligations of the Seller under this Series Supplement and the Agreement. The Servicer at all times shall maintain accurate records reflecting transactions in the Liquidity Reserve Account. (ii) Funds on deposit in the Liquidity Reserve Account overnight or for a longer period shall at all times be invested in Eligible Investments at the direction of the Seller or its agent, subject to the restrictions restric­tions set forth in the Agreement. Any Eligible Investment with a stated maturity shall mature on or prior to the following Transfer Date. All net interest and earnings (less investment expenses) on funds on deposit in the Liquidity Reserve Account, if any, shall be paid to the Seller. On any Transfer Date commencing after the 1990 Trust Termination Date on which the amount on deposit in the Liquidity Reserve Account exceeds the Available Subordinated Amount as of the end of such Transfer Date, the Servicer shall withdraw the amount of such excess from the Liquidity Reserve Account and allocate and pay such excess to the Seller.

Liquidity Reserve Account. (i) The Master Trust Trustee, for the benefit of the Seller, shall establish on or prior to the commencement of an Early Amortization Period and maintain or cause to be established and maintained in the name of the Master Trust Trustee, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Seller (the "Liquidity Reserve Account"). The Seller shall possess all right, title and interest in all funds on deposit from time to time in the Liquidity Reserve Account and in all proceeds thereof; providedPROVIDED, howeverHOWEVER, that no funds on deposit in the Liquidity Reserve Account shall be paid to the Seller if such payment would reduce the funds in such account below an amount equal to the Available Subordinated Amount. Pursuant to authority granted to it pursuant to Section SECTION 3.01(b) of the Agreement, the Servicer shall have the revocable power to instruct the Master Trust Trustee to withdraw funds from the Liquidity Reserve Account for the purpose of fulfilling the obligations of the Seller under this Series Supplement and the Agreement. The Servicer at all times shall maintain accurate records reflecting transactions in the Liquidity Reserve Account. (ii) Funds on deposit in the Liquidity Reserve Account overnight or for a longer period shall at all times be invested in Eligible Investments at the direction of the Seller or its agent, subject to the restrictions set forth in the Agreement. Any Eligible Investment with a stated maturity shall mature on or prior to the following Transfer Date. All net interest and earnings (less investment expenses) on funds on deposit in the Liquidity Reserve Account, if any, shall be paid to the Seller. On any Transfer Date on which the amount on deposit in the Liquidity Reserve Account exceeds the Available Subordinated Amount as of the end of such Transfer Date, the Servicer shall withdraw the amount of such excess from the Liquidity Reserve Account and allocate and pay such excess to the Seller.

Liquidity Reserve Account. (i) The Master Trust Trustee, for the benefit of the Seller, shall establish on or prior to the commencement of an Early Amortization Period and maintain or cause to be established and maintained in the name of the Master Trust Trustee, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Seller (the "“Liquidity Reserve Account"”). The Seller shall possess all right, title and interest in all funds on deposit from time to time in the Liquidity Reserve Account and in all proceeds thereof; provided, however, that no funds on deposit in the Liquidity Reserve Account shall be paid to the Seller if such payment would reduce the funds in such account below an amount equal to the Available Subordinated Amount. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Agreement, the Servicer shall have the revocable power to instruct the Master Trust Trustee to withdraw funds from the Liquidity Reserve Account for the purpose of fulfilling the obligations of the Seller under this Series Supplement and the Agreement. The Servicer at all times shall maintain accurate records reflecting transactions in the Liquidity Reserve Account. (ii) Funds on deposit in the Liquidity Reserve Account overnight or for a longer period shall at all times be invested in Eligible Investments at the direction of the Seller or its agent, subject to the restrictions set forth in the Agreement. Any Eligible Investment with a stated maturity shall mature on or prior to the following Transfer Date. All net interest and earnings (less investment expenses) on funds on deposit in the Liquidity Reserve Account, if any, shall be paid to the Seller. On any Transfer Date on which the amount on deposit in the Liquidity Reserve Account exceeds the Available Subordinated Amount as of the end of such Transfer Date, the Servicer shall withdraw the amount of such excess from the Liquidity Reserve Account and allocate and pay such excess to the Seller.

Liquidity Reserve Account. (i) The Master Trust Trustee, for the benefit of the Seller, shall establish on or prior to the commencement of an Early Amortization Period and maintain or cause to be established and maintained in the name of the Master Trust Trustee, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Seller (the "Liquidity Reserve Account"). The Seller shall possess all right, title and interest in all funds on deposit from time to time in the Liquidity Reserve Account and in all proceeds thereof; provided, however, that no funds on deposit in the Liquidity Reserve Account shall be paid to the Seller if such payment would reduce the funds in such account below an amount equal to the Available Subordinated Amount. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Agreement, the Servicer shall have the revocable power to instruct the Master Trust Trustee to withdraw funds from the Liquidity Reserve Account for the purpose of fulfilling the obligations of the Seller under this Series Supplement and the Agreement. The Servicer at all times shall maintain accurate records reflecting transactions in the Liquidity Reserve Account. (ii) Funds on deposit in the Liquidity Reserve Account overnight or for a longer period shall at all times be invested in Eligible Investments at the direction of the Seller or its agent, subject to the restrictions set forth in the Agreement. Any Eligible Investment with a stated maturity shall mature on or prior to the following Transfer Date. All net interest and earnings (less investment expenses) on funds on deposit in the Liquidity Reserve Account, if any, shall be paid to the Seller. On any Transfer Date commencing after the 1990 Trust Termination Date on which the amount on deposit in the Liquidity Reserve Account exceeds the Available Subordinated Amount as of the end of such Transfer Date, the Servicer shall withdraw the amount of such excess from the Liquidity Reserve Account and allocate and pay such excess to the Seller.